CONCERTA MEDICAL CENTER (OCCUPATIONAL HEALTH CENTERS, INC)

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DocuSign Envelope ID: A55Fl5C0.1 F47.4E4E-AD3E-815FB99Dl2D3 renewals. b. The pricing set forth in Exhibit B shall be eligible for an increase of up to five percent (51/o) at the beginning of the third year and any potential option years with communications to the City of intent to increase with at least six (6) months' notice in writing. c. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Consultant agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant's account(s) with financial institutions. d. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. [t Y111SullI This Agreement shall oommence on January 31, 2024 for a three (3) year term ending January 30, 2027 with the option for the City to grant up to a two (2) one (I) -year renewals, exercisable by a writing signed by the Consultant, City Manager, and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended not shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall requite all subcontractors to agree in writing that City is granted a non-exclusive and Page 2 of 9 #335916v2